In late August 48 B.C., in southern Palestine, messengers reached the encampment of a twenty-one-year-old Egyptian woman to say that Pompey the Great had been defeated in battle by Julius Caesar in Thessaly. Pompey was fleeing east, said the messenger, and Caesar was giving chase. This information would have greatly troubled the recipient of that message. Her name was Cleopatra.

By the time that the Battle of Pharsalus was decided in Greece, Cleopatra VII, Queen of Egypt, was a young woman on the run and in fear for her life. The daughter of King Ptolemy XII of Egypt—known as Ptolemy the flute player—Cleopatra had come to the throne of Egypt three years before jointly with her now fifteen-year-old brother Ptolemy XIII, on the death of their father, who had owed his throne to Rome—or more specifically to Pompey the Great.

The Ptolemaic dynasty had been founded in Egypt in 323 B.C. by Ptolemy I, senior Macedonian general of Alexander the Great, conqueror of much of the known world. Descendants of General Ptolemy had ruled Egypt ever since. Ptolemy XII was the illegitimate son of Ptolemy IX, and while he had been invited by the people of Alexandria to take the Egyptian throne on the death of his uncle Ptolemy XI, doubts were raised in the Roman Senate about his right to the throne—by senators with avaricious eyes on Egypt. Plutarch quotes Cato the Younger remarking to Ptolemy XII that some greedy Roman senators would not be satisfied even if all of Egypt were turned to silver.

In 59 B.C., Ptolemy had paid Julius Caesar, then a consul of Rome, a huge bribe to pass a law at Rome acknowledging his right to rule. According to Suetonius, this bribe was shared by both Caesar and Pompey and totaled 15 million sesterces. While this legislation was duly passed it didn’t prevent Rome from the following year annexing the island of Cyprus, until then an Egyptian possession. After grassroots Egyptian dissent over this loss of Cyprus grew and spread to the Egyptian army, in 58 B.C. Ptolemy hurried to Rome seeking military support for his continued rule. In Ptolemy’s absence the Alexandrians installed Ptolemy’s eldest daughter, Berenice, on the throne as a puppet ruler.

For many months Ptolemy had stayed at Rome, as a guest of Pompey the Great in one of Pompey’s mansions. All the while he was there, Ptolemy paid millions of sesterces in bribes to leading Roman senators to win their support, and employed assassins who killed the members of Egyptian delegations sent by the Alexandrians to Italy before they could testify against him to the Senate. Eventually he ran out of money, and was forced to borrow millions of sesterces from Caesar, who had unsuccessfully applied to the Senate for approval to personally oversee a settlement in Egypt.

In late 57 B.C. Pompey succeeded in pushing a vote through the Senate approving the restoration of Ptolemy to his throne with Roman military help. But opponents were soon able to unearth an influential ancient prophesy that forbade active aid to the king of Egypt, and Ptolemy was forced to leave Rome empty-handed, going into exile at Ephesus in the Roman province of Asia in present-day eastern Turkey. But Pompey had given his word to Ptolemy that he would be reinstated on his throne, and as one of Rome’s most powerful men, if not the most powerful, he was never one to be thwarted for long.

In 55 B.C., on orders from Rome drafted by Pompey, Lieutenant General Aulus Gabinius, governor of Syria, who had recently put down a Jewish insurrection in Judea, accepted a bribe of 24 million sesterces from Ptolemy—to be paid from the rich Egyptian treasury once the mission was completed—and invaded Egypt with several legions from the Syria station. The Egyptian army did not resist, and Gabinius was able to swiftly reinstall Ptolemy as king of Egypt. Ptolemy’s first act had been to execute his daughter Berenice for reigning in his stead. This made the then fourteen-year-old Cleopatra his eldest surviving daughter.

Among Gabinius’s officers during this 55 B.C. invasion of Egypt had been a dashing cavalry colonel with a growing reputation for bravery—Marcus Antonius, or as we know him, Mark Antony. To maintain Ptolemy in power and prevent any further Egyptian insurrections, when General Gabinius returned to Syria he left a number of Roman officers, foot soldiers, and cavalry in Egypt with orders to equip, train, and then lead an Egyptian army in the Roman style. This continued Roman military presence was also designed by Pompey the Great to ensure future Roman control over Egypt.

That control was strengthened by a treaty of friendship and alliance between Rome and Egypt drafted by Pompey and signed by Ptolemy. In addition to guaranteeing Roman military aid for Egypt against outside aggressors, and in return Egyptian contributions to Roman military campaigns in the East, the treaty also gave the consuls of Rome power to arbitrate in any subsequent dispute over who would take the throne of Egypt following Ptolemy’s death.

With Ptolemy XII’s will stipulating that his eldest son and eldest daughter should jointly take his throne on his demise, when in 51 B.C. he died of natural causes Cleopatra became ruler of Egypt in partnership with her brother Ptolemy XIII. This arrangement emulated the old Ptolemaic custom where brother and sister ruled as husband and wife—although there is no evidence that Cleopatra and young Ptolemy actually had sexual relations.

Cleopatra’s brother and fellow sovereign, only twelve when he took the throne, was surrounded and manipulated by advisers whom Cleopatra neither liked nor trusted. And the feeling was mutual. Convinced that these advisers wanted her out of the way so they could rule without restraint, Cleopatra was able to maintain her position and her power by fostering a close relationship with the most senior Roman officer then stationed in Egypt—Colonel Gnaeus Pompey, eldest son of Pompey the Great. Gnaeus, only a year or two older than Cleopatra, was married—to the daughter of the General Appius mentioned earlier. But this didn’t stop strong rumors emerging that Gnaeus and Cleopatra were lovers while he was in Egypt—his wife being back at Rome throughout his eastern posting.

If Cleopatra’s subsequent relationships with leading Romans is any guide, it is more than likely that she shared arrogant young Gnaeus’s bed. And in return he acted as her champion and protector to counter the political maneuvering of the members of her brother’s scheming circle. As Pompey’s son, and in effect Roman royalty, Gnaeus was not a man the Egyptians dared antagonize. So while Cleopatra had the support of the powerful young Roman, her position was secure.

But all things change sooner or later. And change they did for Cleopatra once Gnaeus Pompey heeded his father’s summons in the spring of 48 B.C. and sailed to join him and the senatorial forces in Greece for the war against Caesar, taking with him from Alexandria the Egyptian battle fleet and five hundred Roman cavalry who had been based in Egypt. Without her influential Roman lover to watch out for her and keep her safe, Cleopatra’s position had become more and more precarious, with her brother increasingly determined to remove her.

In late July or early August of that year, in Julius Caesar’s own words, “by means of his intimates and his favorites,” Ptolemy had Cleopatra expelled from Alexandria. With a small band of staff and supporters she had fled east across the Nile Delta, setting up a camp in southern Palestine. From here the exiled Cleopatra had sent out messages seeking money and supporters from throughout the Middle East for a war against her brother. And there she waited for news of the outcome of the conflict between Pompey and Caesar in Greece, confident that Pompey would prevail and she would soon have Roman help to regain her Egyptian throne.

The news that Pompey had been defeated and was on the run would have been devastating for Cleopatra. She would have been counting on Pompey winning, counting on his son Gnaeus returning to resume his posting in Alexandria and coming back to her, counting on regaining her position in Egypt with his help. Gnaeus would not return—he was fleeing to Africa with the remainder of the surviving republican leaders. At the same time, the news of Pompey’s defeat and flight had a galvanizing affect on her brother’s entourage at Alexandria. They knew that Cleopatra would have been banking on the Pompey family for aid, and now that aid was unlikely they mobilized the Egyptian army to deal with the young queen and the ragtag band of refugees, mercenaries, and runaway slaves she had gathered around her.

The Egyptian army that had been created on Pompey’s orders less than a decade earlier contained twenty thousand foot soldiers and two thousand cavalry. These troops had been organized in Roman military fashion and trained in Roman military tactics. Some of them—the middle-ranking officers—were themselves Romans, but the vast majority were Easterners. Their unit standards, uniforms, and equipment were similar to those of the Roman legions, with some units carrying the curved, rectangular Roman shield, thescutum, and others equipped with round shields. Frescoes in Italy dating from this period depict Egyptian military officers in bronze armor, wearing Roman-style cloaks and tunics, some white, others brown, others again orange, and wearing Roman-style helmets with long plumes like horses’ tails.

By the last week of September, the majority of the men of that Egyptian army had departed from Alexandria with young King Ptolemy XII and his advisers, and marched up the coast to Pelusium, a town at the mouth of the easternmost branch of the Nile. A long-established Egyptian fort at Pelusium commanded the narrow strip of land between the Mediterranean and the Gulf of Suez, a strip that acted as a gateway to Egypt and that any army coming from the north must use. Here the Egyptian army camped while the king took up residence on Mount Casius, overlooking Pelusium.

On September 28, a small Roman fleet of four cruisers and a dozen frigates dropped anchor in Pelusium Bay alongside a much larger Egyptian fleet of fifty battleships and cruisers sitting at the anchorage. A ship’s boat soon ground into the sand, bringing several senior Roman officers ashore with a message for the Egyptian authorities. Pompey the Great was aboard the flagship of their fleet and needed King Ptolemy’s help, they said. Pompey respectfully requested an interview with the king in Alexandria.

Pompey’s flight from Thessaly in a commandeered grain ship had taken him to the island of Lesbos, where, at the capital, Mytilene, modern Mitilini, he had collected his young wife, Cornelia. A beauty by all accounts, Cornelia was his fifth wife, having been made a widow when her previous husband, Publius Crassus, son of the triumvir Crassus, was killed by the Parthians along with his father at the Battle of Carrhae in 53 B.C. With Cornelia were Sextus, Pompey’s teenage youngest son from an earlier marriage, and a number of servants and supporters. Pompey crammed the entire party aboard four cruisers he found at Mitilini; then, sending Generals Lentulus and Spinther in other vessels to attempt to wring support from cities and potentates of the East, Pompey himself had set off south. At Attalia in Pamphylia, on the southern coast of present-day Turkey, he had taken on board a contingent from the republican legion based in Cilicia, making the two most senior centurions his personal bodyguards.

When Pompey reached the island of Cyprus he had learned that Antioch, capital of Syria, had closed its gates to him and that he would be unwelcome if not unsafe in the rest of Syria, which no longer had a Roman garrison since its governor, Pompey’s father-in-law, Scipio, had led the two legions stationed there to their doom at the Battle of Pharsalus. So Pompey raised money from the Cypriots, commandeered a dozen frigates, and armed two thousand slaves and put them aboard his little fleet. As Brutus had guessed, Pompey then decided to make for Egypt and call in the favor he considered he was owed for putting Ptolemy XII back on his throne and for maintaining Ptolemy’s heirs on theirs.

Once they had delivered their message to the Egyptians, Pompey’s officers began to talk freely with Romans in the Egyptian army, and they urged the “Gabinians,” as these former soldiers of General Aulus Gabinius were known, to give Pompey their services and ignore his recent bad luck. All this information was relayed to the king on Mount Casius.

The Egyptians did not respond at once. They kept Pompey waiting many hours for a reply while they held a meeting of their royal council convened by Ptolemy’s tutor and chief secretary, Pothinus, a eunuch who had been castrated as a boy. With young Ptolemy sitting at the head of this council, all its members were invited by Pothinus to express their views on what should be done about Pompey.

Plutarch says that the council members were primarily chamberlains and royal servants. Among them was the commander of the Egyptian army, the locally born Greek general Achillas. The general said little at this point, as his fellow council members fell into two camps. One group was for sending Pompey away, while the other favored inviting him ashore and receiving him.

Ptolemy’s rhetoric master, Theodotus, originally from the Greek island of Chios, then spoke at length, suggesting that neither option was safe. If the Egyptians entertained Pompey, he argued, they would make Caesar their enemy and Pompey their master. But if they dismissed Pompey, they would offend him and engender Caesar’s wrath for letting Pompey get away. The only course that Theodotus could see was to invite Pompey ashore here at Pelusium and then kill him. In that way they would ingratiate themselves with one Roman leader and have nothing to fear from the other. Plutarch says that Theodotus added, with a smile, “Dead men don’t bite.”

There was also the likelihood that if Pompey were to rebuild his power he would bow to the wishes of his son Gnaeus and restore Cleopatra to her place on the throne beside her brother. It was even possible that, angry at Ptolemy for chasing out his sister, once Pompey again had a large army behind him he might decide to punish Ptolemy, or remove him permanently. Now, defeated and for the moment next to powerless, accompanied by just a hundred or so legionaries and some armed slaves—as the Egyptians knew from Pompey’s loose-lipped envoys—he was as vulnerable as he would ever be. So a fateful decision was made by the Egyptians.

General Achillas then called in the most senior Roman officer attached to the Egyptian army, a colonel, the tribune Lucius Septimius. Nineteen years before, Colonel Septimius had served under Pompey as a young centurion commanding a century in the Roman army that Pompey had used to eliminate powerful fleets of Cilician pirates then ranging the Mediterranean. Normally a centurion could not be promoted to tribune, a rank reserved for the knights of the Equestrian Order. Septimius would have been one of the small number of knights who, in these late days of the republic, was forced by dire financial circumstances to join in the army as an enlisted man, and had been promoted to centurion.

This anomaly involving Equestrian Order centurions would continue for another fifty years or so until, during the reign of the first Roman emperor, Augustus, the practice was phased out and Equestrians were not permitted to literally lower themselves to the ranks. By way of compensation, Augustus was to decree that Equestrians who had served as centurions were eligible for seats in the Senate despite their military service among the enlisted men.

Now, after several years based in Egypt, the middle-aged Colonel Septimius and his men had grown accustomed to royal privileges and the Egyptian way of life. Ignoring Roman military regulations that prevented Roman soldiers from marrying, they had taken Egyptian wives and now had children and comfortable homes. Respected, if not feared by the locals, they had begun to feel more Egyptian than Roman. Now General Achillas made the tribune an offer: if he were to kill Pompey, he would cement his future in Egypt and be well rewarded by the king.

Colonel Septimius would have briefly conferred with his fellow Roman officers, telling them that, as Pompey’s envoys had let slip, Pompey intended to enlist the Roman troops stationed in Egypt in his bid to regain power. This would mean leaving the country they now called home and joining Pompey for a renewed war against Caesar. It turned out that none of them was prepared to give up what they had for a dubious if not ill-fated future with Pompey. Septimius soon informed Achillas that he and his fellow Romans agreed to go along with the general’s proposition.

That afternoon, the Egyptian army came marching down to the Pelusium seashore. The Egyptian troops and their Roman officers silently formed in neat ranks behind their standards, facing the sea. At the same time, the crews of the Egyptian warships anchored in the bay and drawn up on the shore began to board their craft. King Ptolemy and his entourage arrived from the royal encampment on Mount Casius, and the king seated himself on a throne on the beach in front of his army, flanked by the spear-bearers of his bodyguard.

A fishing boat then rowed out to the cruiser that Pompey was using as his flagship—a craft from Seleucia in Turkey. Typical fishing boats of this period were open and possessed twelve oars. This particular fishing boat soon bumped alongside the warship. As the cruiser’s crew and the members of Pompey’s entourage watched, not a little warily, up the cruiser’s side climbed General Achillas, followed by Colonel Septimius and a Roman centurion from the Egyptian army named Salvius.

“Hail, Imperator,” said Colonel Septimius in greeting to Pompey, courteously extending to him the honorific title that had been conferred on Pompey by his victorious troops many years before, a title sported by only a few other living Roman generals, Julius Caesar among them. While General Achillas watched in silence, the colonel then extended an invitation for Pompey to come ashore with his party for a meeting with young King Ptolemy here, now, on the beach at Pelusium.

Pompey’s young wife, Cornelia, could sense that there was danger here, and urged him not to go ashore in the mean fishing boat. But Pompey agreed to accompany the Egyptian party. His spirits had lifted after he’d been shrouded in gloom for weeks. At first gripped by shock at his defeat at Pharsalus, he had later berated himself for failing to have his navy in support off the eastern coast of Greece. Now he was feeling more like his old self. It was an auspicious day, he would have reminded Cornelia, the anniversary of the Triumph he had celebrated at Rome for his defeat of Mithradates the Great and the Cilician pirates. What was more, the next day would be his fifty-eighth birthday, and he seemed to think the Fates were with him. Besides, he was in no position to offend the Egyptians; he needed their king’s help.

After saying farewell to his wife and his aides, Pompey climbed down into the waiting boat, accepting a helping hand from a crewman. In addition to the Egyptian party, he was accompanied by his secretary, a personal servant, and his pair of centurion bodyguards, the latter wearing helmet, armor, and sheathed swords. He took a seat with his back to the shore, with his bodyguards on either side of him on the same wooden seat.

Pompey had an excellent memory for faces, and as the boat was being rowed to shore he recognized Colonel Septimius, who was sitting opposite, as an officer who had once served under him. When Pompey put this to the colonel, Septimius nodded in affirmation of the fact that he had indeed formerly served under Pompey, but said nothing.

The fishing boat slid into shore. Pompey and his two bodyguards came to their feet and turned around to disembark. Ahead, an Egyptian reception party was walking down the beach toward the boat. Behind Pompey and his centurions, General Achillas, Colonel Septimius, and Centurion Salvius also came to their feet, and drew their swords.

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